EFTA01111049.pdf

COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK OFFICE Of THE GENERAL. COUNSEL December 13, 2012 By Courier Kristofer F. Knutson Managing Director Boston Properties 599 Lexington Avenue, Suite 1800 New York, NY 10022 Re: The Mortimer B. Zuckerman Mind Brain Behavior Institute Dear Kris: Enclosed is the fully executed Gift Agreement regarding the Mortimer B. Zuckerman Mind Brain Behavior Institute at Columbia University. Thanks so much for your help in wrapping this up. Please feel free to contact me if you have any questions. Best regards, Felice B. Rosan Associate General Counsel Enclosure 00160551.1 412 4ia‘ltatntlatO 44284.16b5 YksIVROItIgtififiliceNSNMCIAY:14094{i27 EFTA01111049  GIFT AGREEMENT REGARDING THE MORTIMER B. ZUCKERMAN MIND BRAIN BEHAVIOR IN AT COLUMBIA UNIVERSITY AGREEMENT dated as of December /3 , 2012 between Mortimer B. Zuckerman of New York City ("the Donor"), and The Trustees of Columbia University in the City of New York City ("Columbia"). WHEREAS, Columbia will create The Mortimer B. Zuckerman Mind Brain Behavior Institute ("The Zuckerman Institute") this December according to the terms and conditions attached hereto as Exhibit A, which are incorporated as terms and conditions of the Agreement; and WHEREAS, the Donor desires to advance the foregoing program upon the terms and conditions hereinafter set forth; and WHEREAS, the Donor is the settlor and beneficiary of eight charitable remainder trusts, designated as "The Mortimer B. Zuckerman 2015 Charitable Remainder Trust" through "The Mortimer B. Zuckerman 2022 Charitable Remainder Trust" (referred to individually as the 20xx CRT and, collectively, as the "CRTs") that have been funded in the aggregate with Boston Properties (BXP) stock having a value in excess of $50,000,000, and the Donor has the right to designate the remainder beneficiary that will receive the funds in the CRTs upon termination; and Under their respective terms, each 20xx CRT will tenninate on December of the year 20xx (or, if sooner, upon the death of the Donor); and WHEREAS, Columbia desires to accept the gifts from the Donor and the CRTs upon said terms and conditions. NOW THEREFORE, for and in consideration of the provisions and understandings herein set forth, the parties do hereby agree as follows: 1. Donor pledges to fund Columbia to establish the Mortimer B. Zuckerman Mind Brain Behavior Institute Fund, an endowed Fund ("the Endowed Fund"), in the manner and to the extent set out below. Columbia shall use the endowment payout, determined in accordance with §§ 9 and 10, from the Endowed Fund to support The Zuckerman Institute, as determined by the President or his or her designee for the support of research, fellowships, faculty salaries, faculty recruitment and retention, graduate student support and post-doctoral support, but not including buildings, laboratory fit-outs, equipment, or other physical assets. 2. Concurrently herewith, the Donor has designated Columbia as the beneficiary of each of the 2015 through 2019 CRTs and of the 2022 CRT to the extent of $5,000,000. The Donor shall ensure that each of said CRTs has assets as described in the first sentence of § 5 with a value of at least $5,000,000 on the termination date, so that Columbia will receive $5,000,000 as a result of each such termination. The Donor shall not change such designation with respect to or to the extent of Columbia's interest so long as this Agreement remains in effect and Columbia is in material compliance with the terms hereof. If the CRT has assets in excess of $5,000,000 on the termination date, the trustee of the CRT may distribute the excess to such other charitable organization or organizations as the Donor shall designate or the trustee shall determine. N75084964.9 EFTA01111050  2 3. Concurrently herewith, the Donor has designated Columbia as the beneficiary of each of the 2020 and 2021 CRTs to the extent of $10,000,000. The Donor shall ensure that each of said CRTs has assets as described in the first sentence of § 5 with a value of at least $10,000,000 on the termination date, so that Columbia will receive $10,000,000 as a result of each termination. The Donor shall not change such designation with respect to or to the extent of Columbia's interest so long as this Agreement remains in effect and Columbia is in material compliance with the terms hereof. If the CRT has assets in excess of $10,000,000 on the termination date, the trustee of the CR'F may distribute the excess to such other charitable organization or organizations as the Donor shall designate or the trustee shall determine. 4. In addition to the distribution of the assets in the CRTs in Years I through 8, the Donor shall make the following payments to Columbia: Year 8 The sum of $5,000,000 on or before March 1, 2023. Years 9-15 The sum of $10,000,000 on or before March I of each 2024 through 2030. Years 16-20 The sum of $15,000,000 on or before March I of each of 2031 through 2035. 5. All payments toward the commitments in this Agreement shall be made in the form of cash, or shares of BXP stock or other marketable exchange-traded securities with any restrictions on transferability having been removed. The Donor undertakes to ensure that the investments of the CRT will be limited to assets of the type described in the preceding sentence. Subject to the preceding sentence, the form of payment shall be selected at the discretion of the trustee of the CRT and/or the Donor and paid in accordance with the schedules set forth herein. 6. In the event of the Donor's death, if there is a payment due for the year of the Donor's death under § 4 that was not made prior to the Donor's death, the due date of such payment shall be extended for a period of three months from March I until June I. In addition, the Donor's estate shall have the option of satisfying the Donor's remaining obligations by making a payment (subject to § 5 above) equal to the present value of the remaining payments under § 4, determined by using a discount rate based on (i) the term of the remaining payments and (ii) Columbia's borrowing rate for a similar term on the date of the payment, but not less than 5%. The option may be exercised by written notice to Columbia at any time within two years after the Donor's death, with payment of the discounted value of the remaining payments to be made on or before the March I following the date of such notice. Absent written notice from the Donor's estate pursuant to this § 6, all of the Donor's remaining obligations under this Agreement shall be made in accordance with the schedules set forth herein. 7. In the event of the Donor's death prior to the scheduled termination date of any of the CRTs, resulting in an earlier termination of such CRTs, the payment to Columbia from each such CRT under § 2 and § 3 shall be discounted in the same manner provided in § 6 to the extent that the date of distribution to Columbia is earlier than such CRT's scheduled termination date. The Donor shall also include provisions in his will or other estate planning documents to ensure that the obligations of the CRTs will be fulfilled in such event. 8. The Endowed Fund will be a permanent endowment fund, invested and reinvested in a manner that Columbia in its sole discretion deems advisable. The Endowed Fund may be combined with other funds of Columbia for investment purposes, provided that a separate accounting of principal and income is maintained. Columbia may appropriate from the Endowed Fund as it determines subject to the A/75084964.9 EFTA01111051  3 University's endowment fund spending policy as adopted and revised from time to time by Columbia's Trustees. 9. In making appropriations from the Endowed Fund, Columbia will, if relevant, consider among other factors: (1) the duration and preservation of the Endowed Fund, (2) the University's purposes and the purpose of the Endowed Fund, (3) general economic conditions, (4) the possible effect of the inflation and deflation, (5) expected investment income and appreciation , (6) other resources, (7) alternatives to expenditure of the Endowed Fund, and (8) the University's investment policy. Any appropriations shall be used solely for the purposes set forth herein. 10. In the future, should the fulfillment of the purpose of this gift, as described above, become impracticable, inappropriate, or impossible, as recommended by Columbia's President, and then determined to be so in the discretion of the Columbia's Trustees, then Columbia will consult with the Donor as to an alternate use of this gift which shall require the approval of the Donor. Under these circumstances, if the Donor is not then living or of legal capacity and no successor has been designated as hereinafter provided, then this gift may be used by Columbia University for such purposes most in keeping with the purpose described above, as recommended by the President and then determined to be so in the discretion of Columbia's Trustees. II. Columbia shall from time to time upon the Donor's request supply reports to the Donor that are reasonably adequate to permit the Donor to determine that Columbia has materially complied with its responsibilities under this Agreement. The Donor shall have standing to enforce the Agreement. In the event that the Donor believes that Columbia is not in material compliance with this Agreement, he shall notify Columbia in writing describing such non-compliance in sufficient detail. Columbia shall have 60 days to respond to such notice and present a reasonable plan to address the non-compliance described in the notice. The obligations to make payments to Columbia hereunder are contingent upon the material compliance by Columbia with the terms of this Agreement. 12. Columbia will provide appropriate recognition, in the form of signage, for The Zuckerman Institute within the Jerome L. Greene Science Center. Columbia and the Donor will agree on appropriate signs or plaques prominently displaying The Mortimer B. Zuckerman Mind Brain Behavior Institute within the Jerome L. Greene Science Center. 'the installation of such signs or plaques shall occur as soon as practicable before the Jerome L. Greene Science Center formally opens. The Donor shall have the right to approve the location and size of the signage. Upon completion of this agreement, Columbia will work with the Donor on the publicity of the naming of The Mortimer B. Zuckerman Mind Brain Behavior Institute. This publicity shall include press releases as well as celebratory events and University symposia. In recognition of the gift and the establishment of The Zuckerman Institute, Columbia will develop and implement a program that will associate the work of the faculty and programs of the existing Mind Brain Behavior Institute as part of The Mortimer B. Zuckerman Mind Brain Behavior Institute going forward. 13. Each of the parties represents and warrants that it has a full power and authority to enter into this Agreement. The party executing this Agreement on behalf of Columbia has been duly authorized by the Trustees of Columbia to execute the Agreement on its behalf. The Donor recognizes that (i) Columbia will rely on the Donor's pledges hereunder and authorize expenses, enter into contracts and engage in other activities in support of The Zuckerman Institute and in reliance on this gift, and (ii) the pledges made hereunder are binding and enforceable promises of the Donor, his estate, legal representatives and successors and assigns and the trustees of each CRT. Upon execution of this Agreement, Donor will provide Columbia with executed copies of the trust agreements and beneficiary designations for each of the CRTs and statements of the trust assets and will promptly provide any N75084964.9 EFTA01111052  4 subsequent amendments to the trust agreements. During Donor's lifetime, Donor will provide to Columbia promptly upon request an annual trust statement as of June 30 of each year, to be provided by August 31 of that year, until Donor's obligations under §§ 2 and 3 have been fulfilled. Provided that Columbia receives a timely distribution from the applicable CRT that equals or exceeds the amount specified in § 2, § 3, or § 7, as the case may be, Columbia hereby waives any other right to an accounting of the administration of such CRT. 14. The Donor may designate a successor by written notice to Columbia, which the Donor may change from time to time by further written notice to Columbia. lf, at any time, the Donor is not living or is not of legal capacity, the designated successor shall succeed to all of the Donor's rights hereunder, including without limitation the right to approve an alternative use of this gift under § 10, he right to request and receive reports under § 11, the right to enforce this Agreement, and the right to designate further successors. If there is no other designation in effect at the time of the Donor's legal disability, the designated successor shall be the Donor's legal representative, including the holder of any durable power of attorney granted by the Donor that is then in effect. If there is no other designation in effect at the time of the Donor's death, the designated successor shall be the legal representative of the Donor's estate. 16. Each party to this Agreement agrees to provide such documents to the other as may reasonably be necessary or advisable to carry out the purposes of this Agreement. 17. This gift Agreement will be binding on and shall inure to the benefit of Columbia, its successors and assigns, and upon the Donor, his legal representatives, heirs, estate, successors and assigns. The Agreement shall be governed by the New York State law applicable to agreements made and Fully performed in New York. ortimer B. kerman THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK By */75044964.9 EFTA01111053  di? COLUMBIA UNIVERSITY Mortimer B. Zuckerman Mind Brain Behavior• Institute The Mortimer B. Zuckerman Mind Brain Behavior Institute (the "Zuckerman Institute") will be established in late 2012 by the University's board of trustees. In its focus on Mind, Brain and Behavior, Columbia University builds on its existing strengths in the biological and physical sciences, a world class medical facility, and outstanding research communities on the Washington Heights and Momingside Heights campuses. Within this intellectual context, the Zuckerman Institute will serve as the focus of Columbia University's cross-campus interdisciplinary research initiative for brain science, permitting the University to bring together researchers from the Medical Center (CUMC), the Faculty of Arts and Sciences (ABcS), the Fu Foundation School of Engineering and Applied Science (SEAS), and other relevant schools to collaborate on innovative research in the neural sciences and their related disciplines. The Zuckerman Institute will strive towards a greater understanding of neurological diseases and aims to gain deeper insight into human mental functions -- in both health and disease. The Zuckerman Institute will promote world class research that probes the causal links between brain, circuits and behavior. The intent is to provide the research engine for the basic understanding of brain diseases and to use basic discoveries to drive translational programs in an effort to derive new therapies and, eventually, cures. The complexity of the nervous system and its encoded functions demands a sustained interdisciplinary inquiry at the highest level — a level that will be represented by the core sciences of the Zuckerman Institute. Scientists affiliated with the Zuckerman Institute will work on a range of basic challenges in the neurosciences. We envision that key research areas will include neurodegenerative disorders such as Alzheimer's disease, Parkinson's disease and amyotrophic lateral sclerosis (ALS), neurodevelopmental disorders such as autism and Asperger's disease, schizophrenia and mood disorders, memory disorders, neurotrauma and stroke, decision making, theoretical neuroscience, sensory perception and neural stem cell biology. Faculty from many other disciplines, will work within, and diversify the programs of the Zuckerman Institute. Interactive disciplines that are likely to be represented include statistics, mathematics, structural biology, chemistry, physics, psychology, engineering, law, business, economics, and the arts. This interdisciplinary mix of scientists and other academics represent critical and distinctive elements of the Zuckerman Institute. In addition, the Zuckerman Institute will include a world class functional brain imaging center, linking the neural sciences with academic programs in areas such as economics, psychology and in the Business School. Current Activities of the Mind Brain Behavior Initiative The Mind Brain Behavior Initiative is currently focused on start-up activities. These activities include the recruitment of key senior faculty members, such as Michael Shadlen who joined Columbia in fall of 2012 and is a leading figure in the neuroscience of decision-making. Faculty within the Initiative have participated in a Brain Series, comprised of three to four lectures during the academic year presented to Columbia alumni and friends on key research topics. A number of current faculty also participated in the celebration of Brain Month at Columbia in October 2012. Brain Month featured lectures both on campus and throughout New York City by key neuroscience faculty members and alumni in neuroscience and its related disciplines. Finally, there are extensive conversations underway with a goal of establishing partnerships among Mind Brain Behavior scientists and Columbia faculty in mathematics, statistics, psychology, biomedical engineering, and others. All of these activities will become part of and identified with the Zuckerman Institute. EFTA01111054 The Zuckerman Institute Governance Like all of Columbia's schools and institutes, The Zuckerman Institute will be part of the University, but will have its own leadership structure. The Institute will be governed by a committee of senior faculty who will work closely with the scientific director and executive director. Initially, Richard Axel, Thomas Jessell, and Eric Kandel will direct this leadership group and chart the intellectual and scientific direction of the Zuckerman Institute, which will evolve continually as the world of brain science advances. As the Zuckerman Institute takes shape, a more refined leadership structure will be developed. The Directors of the Zuckerman Institute will be nominated by the President and appointed by the Trustees, and will report to the Provost. An Executive Director will oversee the Zuckerman Institute budget and administration, including an administrative staff and appropriate faculty oversight and advisory committees. An outside advisory board will provide strategic counsel to the Zuckerman Institute and assist in generating additional resources. It is the University's hope that Mr. Zuckerman will take a leadership role on this board. An international search is currently underway for the first Executive Director. The Zuckerman Institute will appoint administrative and research staff. The Zuckerman Institute will partner with relevant schools and departments to recruit new faculty for occupancy of the Jerome L. Greene Science Center. A Timetable for Zuckerman Institute Growth At its inception in late 2012- early 2013, the Zuckerman Institute will consist of approximately 25 full time faculty members drawn primarily from the Department of Neuroscience. Founding Zuckerman Institute members will include Drs. Axel, Jessell, and Kandel as co-directors, together with Drs. Charles Zuker, Michael Shadlen, Lawrence Abbott, Michael Goldberg, C. Daniel Salzman and Carol Mason as senior members and advisors. Within a year, we plan to expand membership of the Zuckerman Institute to approximately 40 faculty, through inclusion of key scientists in other CUMC Departments, as well as faculty in the Arts and Sciences and SEAS. The main criteria for Zuckerman Institute membership at this formative stage will be scientific relevance and planned occupancy of the Jerome L. Greene Science Center. Upon completion of construction in 2016, the Zuckerman Institute will have its intellectual home in the Jerome L. Greene Science Center, a 450,000 square foot Renzo Piano-designed building on Columbia's new 17 acre Manhattanville campus. Virtually the entire building will be devoted to The Zuckerman Institute's faculty and research. There arc a total of ten floors in the building, eight above ground and two below. The entirety of the seven contiguous upper floors will be lab and academic space, all occupied by scientists and staff affiliated with the Institute. The Institute's academic and administrative leadership will be housed in this space. The lobby floor will house a range of public uses, from educational outreach to restaurants and retail space. The specific uses of the lobby floor will be finalized as completion of the building approaches. The two below-ground floors will house scientific research support, for example an imaging center. The below-ground equipment and support services will be used by Zuckerman Institute scientists and available to other University researchers as well. By early 2016, at the time of Greene Center occupancy, it is anticipated that membership of the Zuckerman Institute will have grown to 50 to 55 faculty members, through the planned recruitment of 10 to 15 additional scientists, primarily at the assistant professor level. By 2020, the University intends that the full complement of 65 research faculty within the Greene Science Center will be in place, as well as the establishment of innovative EFTA01111055 programs to achieve a steady state of five independent junior fellows, and up to seven visiting scholars. At MI strength, there will be 1000 scientists and staff working across all campuses on behalf of the mission of the Mortimer 13. Zuckerman Mind Brain Behavior Institute. EFTA01111056